<PAGE>



                           CASCADE NATURAL GAS CORPORATION

                             1998 STOCK INCENTIVE PLAN
                                    Exhibit 10.1

                             Effective November 9, 1998

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                               TABLE OF CONTENTS

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                                                                         PAGE
<S>                                                                      <C>
ARTICLE 1      ESTABLISHMENT AND PURPOSE . . . . . . . . . . . . . . .      1

     1.1  Establishment. . . . . . . . . . . . . . . . . . . . . . . .      1

     1.2  Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . .      1

ARTICLE 2      DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .      1

     2.1  Defined Terms. . . . . . . . . . . . . . . . . . . . . . . .      1

     2.2  Gender and Number. . . . . . . . . . . . . . . . . . . . . .      4

ARTICLE 3      ADMINISTRATION. . . . . . . . . . . . . . . . . . . .  .     4

     3.1  General. . . . . . . . . . . . . . . . . . . . . . . . . . .      4

     3.2  Authority of the Committee . . . . . . . . . . . . . . . . .      4

     3.3  Action by the Committee. . . . . . . . . . . . . . . . . . .      5

     3.4  Delegation . . . . . . . . . . . . . . . . . . . . . . . . .      5

     3.5  Liability of Board and Committee Members . . . . . . . . . .      5

     3.6  Costs of Plan. . . . . . . . . . . . . . . . . . . . . . . .      5

ARTICLE 4      DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN . .      5

     4.1  Duration of the Plan . . . . . . . . . . . . . . . . . . . .      5

     4.2  Shares Subject to the Plan . . . . . . . . . . . . . . . . .      5

ARTICLE 5      ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . .      5

ARTICLE 6      AWARDS. . . . . . . . . . . . . . . . . . . . . . . . .      6

     6.1  Types of Awards. . . . . . . . . . . . . . . . . . . . . . .      6

     6.2  General. . . . . . . . . . . . . . . . . . . . . . . . . . .      6

     6.3  Nonuniform Determinations. . . . . . . . . . . . . . . . . .      6

     6.4  Award Agreements . . . . . . . . . . . . . . . . . . . . . .      6

     6.5  Provisions Governing All Awards. . . . . . . . . . . . . . .      6

     6.6  Tax Withholding. . . . . . . . . . . . . . . . . . . . . . .     10

     6.7  Annulment of Awards. . . . . . . . . . . . . . . . . . . . .     10

     6.8  Engaging in Competition With the Corporation . . . . . . . .     10

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                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                         PAGE

ARTICLE 7      DEFERRAL ELECTIONS. . . . . . . . . . . . . . . . . . .     10

ARTICLE 8      DIVIDEND EQUIVALENTS. . . . . . . . . . . . . . . . . .     11

ARTICLE 9      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.. . . .     11

     9.1  Plan Does Not Restrict Corporation . . . . . . . . . . . . .     11

     9.2  Adjustments by the Committee . . . . . . . . . . . . . . . .     11

ARTICLE 10     AMENDMENT AND TERMINATION . . . . . . . . . . . . . . .     11

ARTICLE 11     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . .     12

     11.1 Unfunded Plan. . . . . . . . . . . . . . . . . . . . . . . .     12

     11.2 Payments to Trust. . . . . . . . . . . . . . . . . . . . . .     12

     11.3 Other Corporation Benefit and Compensation Programs. . . . .     12

     11.4 Securities Law Restrictions. . . . . . . . . . . . . . . . .     12

     11.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . .     12

ARTICLE 12     SHAREHOLDER APPROVAL. . . . . . . . . . . . . . . . . .     12

EXHIBIT A      OPTIONS . . . . . . . . . . . . . . . . . . . . . . . .      1

     13.1 Types of Options . . . . . . . . . . . . . . . . . . . . . .      1

     13.2 General. . . . . . . . . . . . . . . . . . . . . . . . . . .      1

     13.3 Option Price . . . . . . . . . . . . . . . . . . . . . . . .      1

     13.4 Option Term. . . . . . . . . . . . . . . . . . . . . . . . .      1

     13.5 Time of Exercise . . . . . . . . . . . . . . . . . . . . . .      1

     13.6 Special Rules for Incentive Stock Options. . . . . . . . . .      2

     13.7 Restricted Shares. . . . . . . . . . . . . . . . . . . . . .      2

     13.8 Deferred Compensation Options. . . . . . . . . . . . . . . .      2

     13.9 Reload Options . . . . . . . . . . . . . . . . . . . . . . .      2

EXHIBIT B      STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . .      1

     14.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . .      1

     14.2 Nature of Stock Appreciation Right . . . . . . . . . . . . .      1

     14.3 Exercise . . . . . . . . . . . . . . . . . . . . . . . . . .      1

EXHIBIT C      RESTRICTED AWARDS . . . . . . . . . . . . . . . . . . .      1

     15.1 Types of Restricted Awards . . . . . . . . . . . . . . . . .      1

     15.2 General. . . . . . . . . . . . . . . . . . . . . . . . . . .      1

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                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                         PAGE

     15.3 Restriction Period . . . . . . . . . . . . . . . . . . . . .      1

     15.4 Forfeiture . . . . . . . . . . . . . . . . . . . . . . . . .      2

     15.5 Settlement of Restricted Awards. . . . . . . . . . . . . . .      2

     15.6 Rights as a Shareholder. . . . . . . . . . . . . . . . . . .      2

EXHIBIT D      PERFORMANCE AWARDS. . . . . . . . . . . . . . . . . . .      1

     16.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . .      1

     16.2 Nature of Performance Awards . . . . . . . . . . . . . . . .      1

     16.3 Performance Cycles . . . . . . . . . . . . . . . . . . . . .      1

     16.4 Performance Goals. . . . . . . . . . . . . . . . . . . . . .      1

     16.5 Determination of Awards. . . . . . . . . . . . . . . . . . .      1

     16.6 Performance Goals for Executive Officers . . . . . . . . . .      1

EXHIBIT E      OTHER STOCK BASED AND COMBINATION AWARDS. . . . . . . .      1

     17.1 Other Stock-Based Awards . . . . . . . . . . . . . . . . . .      1

     17.2 Combination Awards . . . . . . . . . . . . . . . . . . . . .      1
</TABLE>

                                   -iii-
<PAGE>

                     CASCADE NATURAL GAS CORPORATION
                        1998 STOCK INCENTIVE PLAN

                                ARTICLE 1
                        ESTABLISHMENT AND PURPOSE

     1.1  ESTABLISHMENT.  CASCADE NATURAL GAS CORPORATION ("Corporation") hereby
establishes the Cascade Natural Gas Corporation 1998 Stock Incentive Plan (the
"Plan") effective November 9, 1998, subject to shareholder approval as provided
in Article 12.

     1.2  PURPOSE.  The purpose of the Plan is to promote and advance the
interests of shareholders by enabling Corporation to attract, retain, and reward
key employees of Corporation and its subsidiaries.  It is also intended to
strengthen the mutuality of interests between employees and Corporation's
shareholders.  The Plan is designed to serve these purposes by offering stock
options and other equity-based incentive awards, thereby providing a proprietary
interest in pursuing the long-term growth, profitability, and financial success
of Corporation and increasing shareholder value.

                                 ARTICLE 2
                                DEFINITIONS

     2.1  DEFINED TERMS.  For purposes of the Plan, the following terms will
have the meanings set forth below:

          "AWARD" means an award or grant made to a Participant of Options,
     Stock Appreciation Rights, Restricted Awards, Performance Awards, or Other
     Stock-Based Awards pursuant to the Plan.

          "AWARD AGREEMENT" means an agreement as described in Section 6.4.

          "BOARD" means the Board of Directors of Corporation.

          "CODE" means the Internal Revenue Code of 1986, as amended and in
     effect from time to time, or any successor thereto, together with rules,
     regulations, and interpretations promulgated thereunder.  Where the context
     so requires, any reference to a particular Code section will be construed
     to refer to the successor provision to such Code section.

          "COMMITTEE" means the Nominating and Compensation Committee of the
     Board.

          "COMMON STOCK" means the $1.00 par value common stock of Corporation
     or any security of Corporation issued in substitution, exchange, or lieu of
     such common stock.

           "CONTINUING RESTRICTION" means a Restriction contained in Sections
     6.5(h), 6.8, and 11.4 of the Plan and any other Restrictions expressly
     designated by the Committee in an Award Agreement as a Continuing
     Restriction.

                                     -1-
<PAGE>

          "CORPORATION" means Cascade Natural Gas Corporation, a Washington
     corporation, or any successor corporation.

          "DEFERRED COMPENSATION OPTION" means a Nonqualified Option granted in
     lieu of a specified amount of other compensation pursuant to Section 13.8
     in Exhibit A of the Plan.

          "DISABILITY" means the condition of being permanently "disabled"
     within the meaning of Section 22(e)(3) of the Code, namely being unable to
     engage in any substantial gainful activity by reason of any medically
     determinable physical or mental impairment which can be expected to result
     in death or which has lasted or can be expected to last for a continuous
     period of not less than 12 months.  However, the Committee may change the
     foregoing definition of "Disability" or may adopt a different definition
     for purposes of specific Awards.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
     and in effect from time to time, or any successor statute.  Where the
     context so requires, any reference to a particular section of the Exchange
     Act, or to any rule promulgated under the Exchange Act, will be construed
     to refer to successor provisions to such section or rule.

          "FAIR MARKET VALUE" means on any given date, the fair market value per
     share of the Common Stock determined as follows:

          (a)  If the Common Stock is traded on an established securities
     exchange, the mean between the reported high and low sale prices of Common
     Stock as reported for such day by the principal exchange on which Common
     Stock is traded (as determined by the Committee) or, if Common Stock was
     not traded on such date, on the next preceding day on which Common Stock
     was traded;

          (b)  If there is no market for Common Stock or if trading activities
     for Common Stock are not reported in the manner described above, the fair
     market value will be as determined by the Committee.

          "INCENTIVE STOCK OPTION" or "ISO" means any Option granted pursuant
     to the Plan that is intended to be and is specifically designated in its
     Award Agreement as an "incentive stock option" within the meaning of
     Section 422 of the Code.

           "NONQUALIFIED OPTION" or "NQO" means any Option, including a Deferred
     Compensation Option, granted pursuant to the Plan that is not an Incentive
     Stock Option.

          "OPTION" means an ISO or an NQO (including a Deferred Compensation
     Option).

          "OTHER STOCK-BASED AWARD" means an Award as defined in Section 17.1
     in Exhibit E.

                                     -2-
<PAGE>

          "PARTICIPANT" means an employee of Corporation or a Subsidiary, who is
     granted an Award under the Plan.

          "PERFORMANCE AWARD" means an Award granted pursuant to the provisions
     of Exhibit D of the Plan, the Vesting of which is contingent on
     performance attainment.

          "PERFORMANCE CYCLE" means a designated performance period pursuant to
     the provisions of Section 16.3 in Exhibit D of the Plan.

          "PERFORMANCE GOAL" means a designated performance objective pursuant
     to the provisions of Section 16.4 in Exhibit D of the Plan.

          "PLAN" means this Cascade Natural Gas Corporation 1998 Stock Incentive
     Plan, as set forth in this Plan document and as it may be amended and from
     time to time.

          "REPORTING PERSON" means a Participant who is subject to the reporting
     requirements of Section 16(a) of the Exchange Act.

          "RESTRICTED AWARD" means a Restricted Share or a Restricted Unit
     granted pursuant to Exhibit C of the Plan.

          "RESTRICTED SHARE" means an Award described in Section 15.1(a) in
     Exhibit C of the Plan.

          "RESTRICTED UNIT" means an Award of units representing Shares
     described in Section 15.1(b) in Exhibit C of the Plan.

          "RESTRICTION" means a provision in the Plan or in an Award Agreement
     which limits the exercisability or transferability, or which governs the
     forfeiture, of an Award or the Shares, cash, or other property payable
     pursuant to an Award.

          "RETIREMENT" means retirement from active employment with Corporation
     and its Subsidiaries on or after age 65, or such earlier retirement date as
     approved by the Committee for purposes of the Plan.  However, the Committee
     may change the foregoing definition of "Retirement" or may adopt a
     different definition for purposes of specific Awards.

          "SHARE" means a share of Common Stock.

          "STOCK APPRECIATION RIGHT" or "SAR" means an Award to benefit from the
     appreciation of Common Stock granted pursuant to the provisions of Exhibit
     B of the Plan.

          "SUBSIDIARY" means a "subsidiary corporation" of Corporation, within
     the meaning of Section 425 of the Code, namely any corporation in which
     Corporation directly or indirectly controls 50 percent or more of the total
     combined voting power of all classes of stock having voting power.

                                     -3-
<PAGE>

          "VEST" or "VESTED" means:

          (a)  In the case of an Award that requires exercise, to be or to
     become immediately and fully exercisable and free of all Restrictions
     (other than Continuing Restrictions);

          (b)  In the case of an Award that is subject to forfeiture, to be or
     to become nonforfeitable, freely transferable, and free of all Restrictions
     (other than Continuing Restrictions);

          (c)  In the case of an Award that is required to be earned by
     attaining specified Performance Goals, to be or to become earned and
     nonforfeitable, freely transferable, and free of all Restrictions (other
     than Continuing Restrictions); or

          (d)  In the case of any other Award as to which payment is not
     dependent solely upon the exercise of a right, election, exercise, or
     option, to be or to become immediately payable and free of all Restrictions
     (except Continuing Restrictions).

     2.2  GENDER AND NUMBER.  Except where otherwise indicated by the context,
any masculine or feminine terminology used in the Plan will also include the
opposite gender; and the definition of any term in Section 2.1 in the singular
will also include the plural, and vice versa.

                               ARTICLE 3
                             ADMINISTRATION

     3.1  GENERAL.  The Plan will be administered by the Committee.

     3.2  AUTHORITY OF THE COMMITTEE.  The Committee has full power and
authority (subject to such orders or resolutions as may be issued or adopted
from time to time by the Board) to administer the Plan in its sole discretion,
including the authority to:

          (a)  Construe and interpret the Plan and any Award Agreement;

          (b)  Promulgate, amend, and rescind rules and procedures relating to
     the implementation of the Plan;

          (c)  Select the Participants who will be granted Awards;

          (d)  Determine the number and types of Awards to be granted to each
     such Participant;

          (e)  Determine the number of Shares, or Share equivalents, to be
     subject to each Award;

          (f)  Determine the option price, purchase price, base price, or
     similar feature for any Award; and

                                     -4-
<PAGE>

          (g)  Determine all the terms and conditions of all Award Agreements,
     consistent with the requirements of the Plan.

     Decisions of the Committee, or any delegate as permitted by the Plan, will
be final, conclusive, and binding on all Participants.

     3.3  ACTION BY THE COMMITTEE.  A majority of the members of the Committee
will constitute a quorum for the transaction of business.  Action approved by a
majority of the members present at any meeting at which a quorum is present, or
action in writing by a majority of the members of the Committee, will be the
valid acts of the Committee.

     3.4  DELEGATION.  Notwithstanding the foregoing, the Committee may delegate
to one or more officers of Corporation the authority to determine the
recipients, types, amounts, and terms of Awards granted to Participants who are
not Reporting Persons.

     3.5  LIABILITY OF BOARD AND COMMITTEE MEMBERS.  No member either of the
Board or the Committee will be liable for any action or determination made in
good faith with respect to the Plan, any Award, or any Participant.

     3.6  COSTS OF PLAN.  The costs and expenses of administering the Plan will
be borne by Corporation.

                                ARTICLE 4
          DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN

     4.1  DURATION OF THE PLAN.  The Plan is effective November 9, 1998, subject
to approval by Corporation's shareholders as provided in Article 12.  The Plan
will remain in effect until Awards have been granted covering all the available
Shares or the Plan is otherwise terminated by the Board.  Termination of the
Plan will not affect outstanding Awards.

     4.2  SHARES SUBJECT TO THE PLAN.  The shares which may be made subject to
Awards under the Plan are Shares of Common Stock, which may be either authorized
and unissued Shares or reacquired Shares.  No fractional Shares may be issued
under the Plan.  Subject to adjustment pursuant to Article 9, the maximum number
of Shares for which Awards may be granted under the Plan is 150,000.  If an
Award under the Plan is canceled or expires for any reason prior to having been
fully Vested or exercised by a Participant or is settled in cash in lieu of
Shares or is exchanged for other Awards, all Shares covered by such Awards will
be made available for future Awards under the Plan.

                                 ARTICLE 5
                                ELIGIBILITY

     Officers and other key employees of Corporation and its Subsidiaries
(including employees who may also be directors of Corporation or a Subsidiary)
who, in the Committee's judgment, are or will be contributors to the long-term
success of Corporation will be eligible to receive Awards under the Plan.

                                     -5-
<PAGE>

                                  ARTICLE 6
                                   AWARDS

     6.1  TYPES OF AWARDS.  The types of Awards that may be granted under the
Plan are:

          (a)  Options governed by Exhibit A of the Plan;

          (b)  Stock Appreciation Rights governed by Exhibit B of the Plan;

          (c)  Restricted Awards governed by Exhibit C of the Plan;

          (d)  Performance Awards governed by Exhibit D of the Plan; and

          (e)  Other Stock-Based Awards or combination awards governed by
     Exhibit E of the Plan.

     In the discretion of the Committee, any Award may be granted alone, in
addition to, or in tandem with other Awards under the Plan.

     6.2  GENERAL.  Subject to the limitations of the Plan, the Committee may
cause Corporation to grant Awards to such Participants, at such times, of such
types, in such amounts, for such periods, with such option prices, purchase
prices, or base prices, and subject to such terms, conditions, limitations, and
restrictions as the Committee, in its discretion, deems appropriate.  Awards may
be granted as additional compensation to a Participant or in lieu of other
compensation to such Participant.  A Participant may receive more than one Award
and more than one type of Award under the Plan.

     6.3  NONUNIFORM DETERMINATIONS.  The Committee's determinations under the
Plan or under one or more Award Agreements, including without limitation, (a)
the selection of Participants to receive Awards, (b) the type, form, amount,
and timing of Awards, (c) the terms of specific Award Agreements, and (d)
elections and determinations made by the Committee with respect to exercise or
payments of Awards, need not be uniform and may be made by the Committee
selectively among Participants and Awards, whether or not Participants are
similarly situated.

     6.4  AWARD AGREEMENTS.  Each Award will be evidenced by a written Award
Agreement between Corporation and the Participant.  Award Agreements may,
subject to the provisions of the Plan, contain any provision approved by the
Committee.

     6.5  PROVISIONS GOVERNING ALL AWARDS.  All Awards will be subject to the
following provisions:

          (a)  ALTERNATIVE AWARDS.  If any Awards are designated in their Award
     Agreements as alternative to each other, the exercise of all or part of one
     Award automatically will cause an immediate equal (or pro rata)
     corresponding termination of the alternative Award or Awards.

                                     -6-
<PAGE>

          (b)  RIGHTS AS SHAREHOLDERS.  No Participant will have any rights of a
     shareholder with respect to Shares subject to an Award until such Shares
     are issued in the name of the Participant.

          (c)  EMPLOYMENT RIGHTS.  Neither the adoption of the Plan, the
     granting of any Award, nor the entering into any Award Agreement will
     confer on any person the right to continued employment with Corporation or
     any Subsidiary, as the case may be, nor will it interfere in any way with
     the right of Corporation or a Subsidiary to terminate such person's
     employment at any time for any reason, with or without cause.

          (d)  RESTRICTION ON TRANSFER.  Unless otherwise expressly provided in
     an individual Award Agreement, each Award (other than Restricted Shares
     after they Vest) will not be transferable otherwise than by will or the
     laws of descent and distribution and will be exercisable (if exercise is
     required), during the lifetime of the Participant, only by the Participant
     or, in the event the Participant becomes legally incompetent, by the
     Participant's guardian or legal representative.  Notwithstanding the
     foregoing, the Committee, in its discretion, may provide in any Award
     Agreement that the Award:

               - May be fully transferred;

               - May be freely transferred to a class of transferees specified
          in the Award Agreement; or

               - May be transferred, but only subject to any terms and
          conditions specified in the Award Agreement (including, without
          limitation, a condition that an Award may only be transferred without
          payment of consideration).

     Furthermore, notwithstanding the foregoing, any Award may be surrendered to
     Corporation pursuant to Section 6.5(h) in connection with the payment of
     the purchase or option price of another Award or the payment of the
     Participant's federal, state, or local tax, or tax withholding obligation
     with respect to the exercise or payment of another Award.

          (e)  TERMINATION OF EMPLOYMENT.  The terms and conditions under which
     an Award may be exercised, if at all, after a Participant's termination of
     employment will be determined by the Committee and specified in the
     applicable Award Agreement.

          (f)  CHANGE IN CONTROL.  The Committee, in its discretion, may provide
     in any Award Agreement that in the event of a change in control of
     Corporation (as the Committee may define such term in the Award Agreement),
     as of the date of such change in control (or as of a specified event
     following a change in control):

               (i)  All, or a specified portion of, Awards requiring exercise
          will become fully and immediately exercisable, notwithstanding any
          other limitations on exercise;

                                     -7-
<PAGE>

               (ii)  All, or a specified portion of, Awards subject to
          Restrictions will become fully Vested; and

               (iii) All, or a specified portion of, Awards subject to
          Performance Goals will be deemed to have been fully earned.

          Unless the Committee specifically provides otherwise in the change in
     control provision for a specific Award Agreement, Awards will become
     exercisable, become Vested, or become earned as of a change in control date
     (or as of a specified event following a change in control) only if, or to
     the extent, such acceleration in the exercisability, Vesting, or becoming
     earned of the Awards does not result in an "excess parachute payment"
     within the meaning of Section 280G(b) of the Code.  The Committee, in its
     discretion, may include change in control provisions in some Award
     Agreements and not in others, may include different change in control
     provisions in different Award Agreements, and may include change in control
     provisions for some Awards or some Participants and not for others.

          (g)  CONDITIONING OR ACCELERATING BENEFITS.  The Committee, in its
     discretion, may include in any Award Agreement a provision conditioning or
     accelerating the Vesting of an Award or the receipt of benefits pursuant to
     an Award, either automatically or in the discretion of the Committee, upon
     the occurrence of specified events including, without limitation, a change
     in control of Corporation (subject to the foregoing paragraph (f)), a sale
     of all or substantially all the property and assets of Corporation, or an
     event of the type described in Article 9 of this Plan.  Furthermore,
     whether or not specified in any Award Agreement (unless an Award Agreement
     expressly provides otherwise), the Committee may at any time, in its
     discretion, accelerate the Vesting of any or all Awards.

          (h)  PAYMENT OF PURCHASE PRICE AND WITHHOLDING.  The Committee, in its
     discretion, may include in any Award Agreement a provision permitting the
     Participant to pay the purchase or option price, if any, for the Shares or
     other property issuable pursuant to the Award, the Participant's federal,
     state, or local tax, or tax withholding, obligation with respect to such
     issuance, or both,  in whole or in part by any one or more of the
     following:

               (i)   By delivering previously owned Shares (including
          Restricted Shares, whether or not vested);

               (ii)  By surrendering outstanding other Vested Awards under the
          Plan denominated in Shares or in Share equivalent units;

               (iii) By reducing the number of Shares or other property
          otherwise Vested and issuable pursuant to the Award;

               (iv)  By delivering to Corporation a promissory note payable on
          such terms and over such period as the Committee will determine; By
          delivery (in a form approved by the Committee) of an irrevocable
          direction to a securities broker acceptable to the Committee:

                                     -8-
<PAGE>

                     (A)  To sell Shares subject to the Option and to deliver
               all or a part of the sales proceeds to Corporation in payment
               of all or a part of the option price and taxes or withholding
               taxes attributable to the issuance; or

                     (B)  To pledge Shares subject to the Option to the broker
               as security for a loan and to deliver all or a part of the loan
               proceeds to Corporation in payment of all or a part of the
               option price and taxes or withholding taxes attributable to the
               issuance; or

               (v)  In any combination of the foregoing or in any other form
          approved by the Committee.

          If Restricted Shares are surrendered in full or partial payment of the
     purchase or option price of Shares issuable under an Award, a corresponding
     number of the Shares issued upon exercise of the Award will be Restricted
     Shares subject to the same Restrictions as the surrendered Restricted
     Shares.  Shares withheld or surrendered as described above will be valued
     based on their Fair Market Value on the date of the transaction.  Any
     Shares withheld or surrendered with respect to a Reporting Person will be
     subject to such additional conditions and limitations as the Committee may
     impose to comply with the requirements of the Exchange Act.

          (i)  REPORTING PERSONS.  With respect to all Awards granted to
     Reporting Persons:

               (i)  Awards requiring exercise will not be exercisable until at
           least six months after the date the Award was granted, except in
           the case of the death or Disability of the Participant; and

               (ii) Shares issued pursuant to any other Award may not be sold
           by the Participant for at least six months after acquisition,
           except in the case of the death or Disability of the Participant;

     provided, however, that (unless an Award Agreement provides otherwise) the
     limitation of this Section 6.5(i) will apply only if or to the extent
     required by Rule 16b-3 under the Exchange Act.  Award Agreements for Awards
     to Reporting Persons will also comply with any future restrictions imposed
     by such Rule 16b-3.

          (j)  SERVICE PERIODS.  At the time of granting Awards, the Committee
     may specify, by resolution or in the Award Agreement, the period or periods
     of service performed or to be performed by the Participant in connection
     with the grant of the Award.

          (k)  FORM OF PAYMENT UPON SETTLEMENT OF AWARDS.  Payment to a
     Participant upon settlement of an Award may be in Shares, cash (either in a
     lump sum or in installment payments, with or without interest, over a
     period specified in the Award Agreement), by issuance of a Deferred
     Compensation Option, or in any combination of the above, or in any other
     form the Committee determines.

                                     -9-
<PAGE>

     6.6  TAX WITHHOLDING.  Corporation will have the right to deduct from any
settlement of any Award under the Plan, including the delivery or vesting of
Shares, any federal, state, or local taxes of any kind required by law to be
withheld with respect to such payments or to take such other action as may be
necessary in the opinion of Corporation to satisfy all obligations for the
payment of such taxes.  The recipient of any payment or distribution under the
Plan must make arrangements satisfactory to Corporation for the satisfaction of
any such withholding tax obligations.  Corporation will not be required to make
any such payment or distribution under the Plan until such obligations are
satisfied.

     6.7  ANNULMENT OF AWARDS.  Any Award Agreement may, in the Committee's
discretion, provide that the grant of an Award payable in cash is revocable
until cash is paid in settlement of the Award or that grant of an Award payable
in Shares is revocable until the Participant becomes entitled to the certificate
in settlement of the Award.  In the event the employment of a Participant is
terminated for cause (as defined below), any Award which is revocable will be
annulled as of the date of such termination for cause.  For the purpose of this
Section 6.7, the term "for cause" will have the meaning set forth in the
Participant's employment agreement, if any, or otherwise means any discharge (or
removal) for material or flagrant violation of the policies and procedures of
Corporation or for other job performance or conduct which is detrimental to the
best interests of Corporation, as determined by the Committee.

     6.8  ENGAGING IN COMPETITION WITH THE CORPORATION.  Any Award Agreement
may, in the Committee's discretion, provide that if a Participant terminates
employment with Corporation or a Subsidiary for any reason whatsoever, and
within a period of time (as specified in the Award Agreement) after the date of
such termination accepts employment with any competitor of (or otherwise engages
in competition with) Corporation, the Committee, in its sole discretion, may
require such Participant to return to Corporation the economic value of any
Award that was realized or obtained (measured at the date of exercise, Vesting,
or payment) by such Participant at any time during the period beginning on the
date that is six months prior to the date of such Participant's termination of
employment with Corporation.

                                   ARTICLE 7
                              DEFERRAL ELECTIONS

     The Committee may permit a Participant to elect to defer receipt of the
payment of cash or the delivery of Shares that would otherwise be due to such
Participant by virtue of the exercise, earn out, or Vesting of an Award made
under the Plan.  If any such election is permitted, the Committee will establish
rules and procedures for such payment deferrals, including, but not limited to:
(a) payment or crediting of reasonable interest or other growth or earnings
factor on such deferred amounts credited in cash, (b) the payment or crediting
of dividend equivalents in respect of deferrals credited in Share equivalent
units, or (c) granting of Deferred Compensation Options.

                                     -10-
<PAGE>

                                   ARTICLE 8
                             DIVIDEND EQUIVALENTS

     Any Awards may, at the discretion of the Committee, earn dividend
equivalents.  In respect of any such Award which is outstanding on a dividend
record date for Common Stock, the Participant may be credited with an amount
equal to the amount of cash or stock dividends that would have been paid on the
Shares covered by such Award, had such covered Shares been issued and
outstanding on such dividend record date.  The Committee will establish such
rules and procedures governing the crediting of dividend equivalents, including
the timing, form of payment, and payment contingencies of such dividend
equivalents, as it deems appropriate or necessary.

                                     ARTICLE 9
                 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC.

     9.1  PLAN DOES NOT RESTRICT CORPORATION.  The existence of the Plan and the
Awards granted under the Plan do not affect or restrict in any way the right or
power of the Board or the shareholders of Corporation to make or authorize any
adjustment, recapitalization, reorganization, or other change in Corporation's
capital structure or its business, any merger or consolidation of the
Corporation, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting Corporation's capital stock or the rights thereof,
the dissolution or liquidation of Corporation or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding.

     9.2  ADJUSTMENTS BY THE COMMITTEE.   In the event of any change in
capitalization affecting the Common Stock of Corporation, such as a stock
dividend, stock split, recapitalization, merger, consolidation, split-up,
combination or exchange of shares or other form of reorganization, or any other
change affecting the Common Stock, such proportionate adjustments, if any, as
the Committee, in its sole discretion, may deem appropriate to reflect such
change, will be made with respect to the aggregate number of Shares for which
Awards may be granted under the Plan, the maximum number of Shares which may be
sold or awarded to any Participant, the number of Shares covered by each
outstanding Award, and the base price or purchase price per Share in respect of
outstanding Awards.  The Committee may also make such adjustments in the number
of Shares covered by, and price or other value of any outstanding Awards in the
event of a spin-off or other distribution (other than normal cash dividends), of
Corporation assets to shareholders.

                                   ARTICLE 10
                          AMENDMENT AND TERMINATION

     The Board may amend, suspend, or terminate the Plan or any portion of the
Plan at any time, provided no amendment may be made without shareholder approval
if such approval is required by applicable law or the requirements of an
applicable stock exchange or over the counter stock trading system.

                                     -11-
<PAGE>

                                    ARTICLE 11
                                  MISCELLANEOUS

     11.1 UNFUNDED PLAN.  The Plan is unfunded and Corporation will not be
required to segregate any assets that may at any time be represented by Awards
under the Plan.  Any liability of Corporation to any person with respect to any
Award under the Plan will be based solely upon any contractual obligations that
may be effected pursuant to the Plan.  No such obligation of Corporation will be
deemed to be secured by any pledge of or other encumbrance on any property of
Corporation.

     11.2 PAYMENTS TO TRUST.  The Committee is authorized (but not obligated) to
cause to be established a trust agreement or several trust agreements whereunder
the Committee may make payments of amounts due or to become due to Participants
in the Plan.

     11.3 OTHER CORPORATION BENEFIT AND COMPENSATION PROGRAMS.  Payments and
other benefits received by a Participant under an Award made pursuant to the
Plan will not be deemed a part of a Participant's regular, recurring
compensation for purposes of the termination indemnity or severance pay law of
any state or country and will not be included in, nor have any effect on, the
determination of benefits under any other employee benefit plan or similar
arrangement provided by Corporation or a Subsidiary unless expressly so provided
by such other plan or arrangements, or except where the Committee expressly
determines that an Award or portion of an Award should be included to accurately
reflect competitive compensation practices or to recognize that an Award has
been made in lieu of a portion of cash compensation.  Awards under the Plan may
be made in combination with or in tandem with, or as alternatives to, grants,
awards, or payments under any other Corporation or Subsidiary plans,
arrangements, or programs.  The Plan notwithstanding, Corporation or any
Subsidiary may adopt such other compensation programs and additional
compensation arrangements as it deems necessary to attract, retain, and reward
employees for their service with Corporation and its Subsidiaries.

     11.4 SECURITIES LAW RESTRICTIONS.  No Shares may be issued under the Plan
unless counsel for Corporation is satisfied that such issuance will be in
compliance with applicable federal and state securities laws.  Certificates for
Shares delivered under the Plan may be subject to such stop-transfer orders and
other restrictions as the Committee deems advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Common Stock is then listed, and any
applicable federal or state securities law.  The Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

     11.5 GOVERNING LAW.  Except with respect to references to the Code or
federal securities laws, the Plan and all actions taken thereunder will be
governed by and construed in accordance with the laws of the state of
Washington.

                                ARTICLE 12
                            SHAREHOLDER APPROVAL

     The adoption of the Plan and the grant of Awards under the Plan are 
expressly subject to the approval of the Plan by the affirmative vote of at 
least a majority of Corporation's shareholders present in person or 
represented by proxy and entitled to vote at Corporation's 1999 annual meeting 
of shareholder.

                                     -13-
<PAGE>

                                   EXHIBIT A
                                    OPTIONS

     13.1 TYPES OF OPTIONS.  Options granted under the Plan may be in the form
of Incentive Stock Options or Nonqualified Options (including Deferred
Compensation Options).  The grant of each Option and the Award Agreement
governing each Option will identify the Option as an ISO or an NQO.  In the
event the Code is amended to provide for tax-favored forms of stock options
other than or in addition to Incentive Stock Options, the Committee may grant
Options under the Plan meeting the requirements of such forms of options.

     13.2 GENERAL.  Options will be subject to the terms and conditions set
forth in Article 6 and this Exhibit A and Award Agreements governing Options
may contain such additional terms and conditions, not inconsistent with the
express provisions of the Plan, as the Committee will deem desirable.

     13.3 OPTION PRICE.  Each Award Agreement for Options will state the option
exercise price per Share of Common Stock purchasable under the Option, which may
not be less than:

          (a)  $1.00 per share in the case of a Deferred Compensation Option;

          (b)  100 percent of the Fair Market Value of a Share on the date of
     grant for all other Nonqualified Options; or

          (c)  100 percent of the Fair Market Value of a Share on the date of
     grant for all Incentive Stock Options.

     13.4 OPTION TERM.  The Award Agreement for each Option will specify the
term of each Option, which may be unlimited or may have a specified period
during which the Option may be exercised, as determined by the Committee.

     13.5 TIME OF EXERCISE.  The Award Agreement for each Option will specify,
as determined by the Committee:

          (a)  The time or times when the Option becomes exercisable and whether
     the Option becomes exercisable in full or in graduated amounts based on:
     (i) continuation of employment over a period specified in the Award
     Agreement, (ii) satisfaction of performance goals or criteria specified in
     the Award Agreement, or (iii) a combination of continuation of employment
     and satisfaction of performance goals or criteria;

          (b)  Such other terms, conditions, and restrictions as to when the
     Option may be exercised as determined by the Committee; and

          (c)  The extent, if any, that the Option will remain exercisable after
     the Participant ceases to be an employee of Corporation or a Subsidiary.

     An Award Agreement for an Option may, in the discretion of the Committee,
provide whether, and to what extent, the time when an Option becomes exercisable
will be accelerated or otherwise modified (i) in the event of the death,
Disability, or Retirement of the Participant, or

                                     -1-
<PAGE>

(ii) upon the occurrence of a change in control of Corporation.  The Committee
may, at any time in its discretion, accelerate the time when all or any
portion of an outstanding Option becomes exercisable.

     13.6 SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.  In the case of an Option
designated as an Incentive Stock Option, the terms of the Option and the Award
Agreement will conform with the statutory and regulatory requirements specified
pursuant to Section 422 of the Code, as in effect on the date such ISO is
granted.  ISOs may be granted only to employees of Corporation or a Subsidiary.
ISOs may not be granted under the Plan after ten years following the date
specified in Section 4.1, unless the ten-year limitation of Section 422(b)(2) of
the Code is removed or extended.

     13.7 RESTRICTED SHARES.  In the discretion of the Committee, the Shares
issuable upon exercise of an Option may be Restricted Shares if so provided in
the Award Agreement for the Option.

     13.8 DEFERRED COMPENSATION OPTIONS.  The Committee may, in its discretion,
grant Deferred Compensation Options with an option price less than Fair Market
Value to provide a means for deferral to future dates of compensation otherwise
payable to a Participant.  The option price will be determined by the Committee
subject to Section 13.3(a) in this Exhibit A of the Plan.  The number of Shares
subject to a Deferred Compensation Option will be determined by the Committee,
in its discretion, by dividing the amount of compensation to be deferred by the
difference between the Fair Market Value of a Share on the date of grant and the
option price of the Deferred Compensation Option.  Amounts of compensation
deferred with Deferred Compensation Options may include amounts payable under
Awards granted under the Plan or under any other compensation program or
arrangement of Corporation as permitted by the Committee.  The Committee may
grant Deferred Compensation Options only if it reasonably determines that the
recipient of such an Option is not likely to be deemed to be in constructive
receipt for income tax purposes of the income being deferred.

     13.9 RELOAD OPTIONS.  The Committee, in its discretion, may provide in an
Award Agreement for an Option that in the event all or a portion of the Option
is exercised by the Participant using previously acquired Shares, the
Participant will automatically be granted (subject to the available pool of
Shares subject to grants of Awards as specified in Section 4.2 of the Plan) a
replacement Option (with an option price equal to the Fair Market Value of a
Share on the date of such exercise) for a number of Shares equal to (or equal to
a portion specified in the original Award Agreement of) the number of shares
surrendered upon exercise of the Option.  Such reload Option features may be
subject to such terms and conditions as the Committee determines, including
without limitation, a condition that the Participant retain the Shares issued
upon exercise of the Option for a specified period of time.

                                     -2-
<PAGE>

                                  EXHIBIT B
                           STOCK APPRECIATION RIGHTS

     14.1 GENERAL.  Stock Appreciation Rights will be subject to the terms and
conditions set forth in Article 6 and this Exhibit B and Award Agreements
governing Stock Appreciation Rights may contain such additional terms and
conditions, not inconsistent with the express terms of the Plan, as the
Committee deems desirable.

     14.2 NATURE OF STOCK APPRECIATION RIGHT.  A Stock Appreciation Right is an
Award entitling a Participant to receive an amount equal to the excess (or, if
the Committee so specifies in the Award Agreement, a portion of the excess) of
the Fair Market Value of a Share of Common Stock on the date of exercise of the
SAR over the base price, as described below, on the date of grant of the SAR,
multiplied by the number of Shares with respect to which the SAR will have been
exercised.  The base price will be designated by the Committee in the Award
Agreement for the SAR and may be the Fair Market Value of a Share on the grant
date of the SAR or such other higher or lower price as the Committee determines.

     14.3 EXERCISE.  A Stock Appreciation Right may be exercised by a
Participant in accordance with procedures established by the Committee.  The
Committee may also provide that a SAR will be automatically exercised on one or
more specified dates or upon the satisfaction of one or more specified
conditions.  In the case of SARs granted to Reporting Persons, exercise of the
SAR will be limited by the Committee to the extent required to comply with the
applicable requirements of Rule 16b-3 under the Exchange Act.




                                     -1-
<PAGE>

                                   EXHIBIT C
                                RESTRICTED AWARDS

     15.1 TYPES OF RESTRICTED AWARDS.  Restricted Awards granted under the Plan
may be in the form of either Restricted Shares or Restricted Units.

          (a)  NATURE OF RESTRICTED SHARES.  A Restricted Share is an Award of
     Shares transferred to a Participant subject to such terms and conditions as
     the Committee deems appropriate, including, without limitation,
     restrictions on the sale, assignment, transfer, or other disposition of
     such Restricted Shares and may include a requirement that the Participant
     forfeit such Restricted Shares back to Corporation upon termination of
     Participant's employment for specified reasons within a specified period of
     time or upon other conditions, as set forth in the Award Agreement for such
     Restricted Shares.  Each Participant receiving a Restricted Share will be
     issued a stock certificate in respect of such Shares, registered in the
     name of such Participant, and will be required to execute a stock power in
     blank with respect to the Shares evidenced by such certificate.  The
     certificate evidencing such Restricted Shares and the stock power will be
     held in custody by Corporation until the Restrictions on those Shares have
     lapsed.

          (b)  NATURE OF RESTRICTED UNITS.  A Restricted Unit is an Award of
     units (with each unit having a value equivalent to one Share) granted to a
     Participant subject to such terms and conditions as the Committee deems
     appropriate, and may include a requirement that the Participant forfeit
     such Restricted Units upon termination of Participant's employment for
     specified reasons within a specified period of time or upon other
     conditions, as set forth in the Award Agreement for such Restricted Units.

     15.2 GENERAL.  Restricted Awards will be subject to the terms and
conditions of Article 6 and this Exhibit C and Award Agreements governing
Restricted Awards may contain such additional terms and conditions, not
inconsistent with the express provisions of the Plan, as the Committee deems
desirable.

     15.3 RESTRICTION PERIOD.  Award Agreements for Restricted Awards will
provide that Restricted Awards, and the Shares subject to Restricted Awards, may
not be transferred, and may provide that, in order for a Participant to Vest in
such Restricted Awards, the Participant must remain in the employment of
Corporation or its Subsidiaries, subject to relief for reasons specified in the
Award Agreement, for a period commencing on the grant date of the Award and
ending on such later date or dates as the Committee designates in the Award
Agreement (the "Restriction Period").  During the Restriction Period, a
Participant may not sell, assign, transfer, pledge, encumber, or otherwise
dispose of Shares received under or governed by a Restricted Award grant.  The
Committee, in its sole discretion, may provide for the lapse of restrictions in
installments during the Restriction Period.  Upon expiration of the applicable
Restriction Period (or lapse of Restrictions during the Restriction Period where
the Restrictions lapse in installments) the Participant will be entitled to
settlement of the Restricted Award or portion thereof, as the case may be.
Although Restricted Awards will usually Vest based on continued employment and
Performance Awards under Exhibit D will usually Vest based on attainment of
Performance Goals, the Committee, in its discretion, may condition Vesting of
Restricted Awards on attainment of Performance Goals as well as continued
employment.  In such case, the

                                     -1-
<PAGE>

Restriction Period for such a Restricted Award will include the period prior
to satisfaction of the Performance Goals.

     15.4 FORFEITURE.  If a Participant ceases to be an employee of Corporation
or a Subsidiary during the Restriction Period for any reason other than reasons
which may be specified in an Award Agreement (such as death, Disability, or
Retirement) the Award Agreement may require that all non-Vested Restricted
Awards previously granted to the Participant be forfeited and returned to
Corporation.

     15.5 SETTLEMENT OF RESTRICTED AWARDS.

          (a)  RESTRICTED SHARES.  Upon Vesting of a Restricted Share Award, the
     legend on such Shares will be removed and the Participant's stock power
     will be returned and the Shares will no longer be Restricted Shares.  The
     Committee may also, in its discretion, permit a Participant to receive, in
     lieu of unrestricted Shares at the conclusion of the Restriction Period,
     payment in any form described in Section 6.5(k).

          (b)  RESTRICTED UNITS.  Upon Vesting of a Restricted Unit Award, a
     Participant will be entitled to receive payment for Restricted Units in an
     amount equal to the aggregate Fair Market Value of the Shares covered by
     such Restricted Units at the expiration of the Applicable Restriction
     Period.  Payment in settlement of a Restricted Unit in any form described
     in Section 6.5(k) will be made as soon as practicable following the
     conclusion of the applicable Restriction Period.

     15.6 RIGHTS AS A SHAREHOLDER.  A Participant will have, with respect to
unforfeited Shares received under a grant of  Restricted Shares, all the rights
of a shareholder of Corporation, including the right to vote the shares, and the
right to receive any cash dividends.  Stock dividends issued with respect to
Restricted Shares will be treated as additional Shares covered by the grant of
Restricted Shares and will be subject to the same Restrictions.






                                     -2-
<PAGE>

                                   EXHIBIT D
                               PERFORMANCE AWARDS

     16.1 GENERAL.  Performance Awards will be subject to the terms and
conditions set forth in Article 6 and this Exhibit D and Award Agreements
governing Performance Awards may contain such other terms and conditions not
inconsistent with the express provisions of the Plan, as the Committee deems
desirable.

     16.2 NATURE OF PERFORMANCE AWARDS.  A Performance Award is an Award of
units (with each unit having a value equivalent to one Share) granted to a
Participant subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, the requirement that the Participant
forfeit all or a portion of such Performance Award in the event specified
performance criteria are not met within a designated period of time.

     16.3 PERFORMANCE CYCLES.  For each Performance Award, the Committee will
designate a performance period (the "Performance Cycle") with a duration to be
determined by the Committee in its discretion within which specified Performance
Goals are to be attained.  There may be several Performance Cycles in existence
at any one time and the duration of Performance Cycles may differ from each
other.

     16.4 PERFORMANCE GOALS.  The Committee will establish Performance Goals for
each Performance Cycle on the basis of such criteria and to accomplish such
objectives as the Committee may from time to time select.  Performance Goals may
be based on (i) performance criteria for Corporation, a Subsidiary, or an
operating group, (ii) a Participant's individual performance, or (iii) a
combination of both.  Performance Goals may include objective and subjective
criteria.

     16.5 DETERMINATION OF AWARDS.  As soon as practicable after the end of a
Performance Cycle, the Committee will determine the extent to which Performance
Awards have been earned on the basis of performance in relation to the
established Performance Goals.  Settlement of earned Performance Awards will be
made to the Participant as soon as practicable after the expiration of the
Performance Cycle and the Committee's determination under Section 16.5 in this
Exhibit D, in any form described in Section 6.5(k).

     16.6 PERFORMANCE GOALS FOR EXECUTIVE OFFICERS.  The performance goals for
Performance Awards granted to executive officers of Corporation may relate to
corporate performance, business unit performance, or a combination of both.

          - Corporate performance goals will be based on financial performance
     goals related to the performance of Corporation as a whole and may include
     one or more measures related to earnings, profitability, efficiency, or
     return to stockholders such as earnings per share, operating profit, stock
     price, costs of production, or other measures.

          - Business unit performance goals will be based on a combination of
     financial goals and strategic goals related to the performance of an
     identified business unit for which a Participant has responsibility.
     Strategic goals for a business unit may include one or a combination of
     objective factors relating to success in implementing strategic

                                     -1-
<PAGE>

     plans or initiatives, introductory products, constructing facilities, or
     other identifiable objectives.  Financial goals for a business unit may
     include the degree to which the business unit achieves one or more
     objective measures related to its revenues, earnings, profitability,
     efficiency, operating profit, costs of production, or other measures.

          - Any corporate or business unit goals may be expressed as absolute
     amounts or as ratios or percentages.  Success may be measured against
     various standards, including budget targets, improvement over prior
     periods, and performance relative to other companies, business units, or
     industry groups.







                                     -2-
<PAGE>

                                  EXHIBIT E
                  OTHER STOCK BASED AND COMBINATION AWARDS

     17.1 OTHER STOCK-BASED AWARDS.  The Committee may grant other Awards under
the Plan pursuant to which Shares are or may in the future be acquired, or
Awards denominated in or measured by Share equivalent units, including Awards
valued using measures other than the market value of Shares.  Other Stock-Based
Awards are not restricted to any specified form or structure and may include,
without limitation, Share purchase warrants, other rights to acquire Shares, and
securities convertible into or redeemable for Shares.  Such Other Stock-Based
Awards may be granted either alone, in addition to, or in tandem with, any other
type of Award granted under the Plan.

     17.2 COMBINATION AWARDS.   The Committee may also grant Awards under the
Plan in tandem or combination with other Awards or in exchange of Awards, or in
tandem or combination with, or as alternatives to, grants or rights under any
other employee plan of Corporation, including the plan of any acquired entity.
No action authorized by this Section will reduce the amount of any existing
benefits or change the terms and conditions thereof without the Participant's
consent.





                                     -1-